The Old Man Who Lived In a Box
by Embarr
Summary: The curse has finally been broken in Storybrooke, but everyone is still trapped. Emma tries to make the best of the situation after returning from the Enchanted Forest, but people are starting to get a little anxious. To add to her stress, she meets a strange man with a metal wand and tweed suit, digging up one of the town's potted plants with his bare hands.
1. Chapter 1 - Apples

**The Old Man Who Lives In a Box**

By: Embarr

**Chapter One**

"Apples"

When Ruby had told her there was a strange man, waving around a metal wand down the street from the diner, Emma thought she was actually going to have to arrest - or at least lecture - some random fairytale character that had gotten his hands on a fairy wand. She was quickly reminded by Ruby that fairy wands weren't made of metal, though, which only left her bewildered. Her past self would have thought Ruby was just a little too much into D&D, while now Emma was filing the information away for future reference. That wasn't your typical sheriff job requirement unless you were in Storybrooke.

Emma exited the diner and almost immediately found who Ruby had been talking about. He was no longer waving a "metal wand", but he was standing dangerously close to a potted plant. The stranger dressed in a brown, tweed suit with a bright red bow tie around his neck. She'd never seen him in town before, but with the curse broken there had been a bit of migration within the town itself as people found family members or loved ones. Perhaps he'd been a secluded hermit, much like Jefferson, or he'd simply changed his clothes recently to match his new-found personality. Emma was sure that, if she had seen that outfit before, she would have remembered him.

"Excuse me," Emma said, trying to draw the man's attention away from the plant he was practically assaulting. It looked as if he was trying to get at the roots without actually uprooting the plant. She called out to him again when he didn't seem to hear her, stepping a little closer and making sure her badge was visible… and her gun.

The man finally looked up, quickly noting her badge and firearm and stepping away from the plant. His fingertips were a shade darker than the rest of his hands from the dirt.

"Ah, the local authority. Would you mind pointing me in the direction of a park or a forest, or somewhere where you won't arrest me for digging in dirt? I need some samples."

"For?"

"For a more in-depth analysis. You see, I know I'm on the east coast of the Americas but it tastes a little too much like," The man then stuck out his tongue for a moment, before continuing, "apples to be anywhere near there."

"And you need a better analysis than a tongue test?" Emma asked, skeptically.

"Yes, exactly," The man replied, grinning.

"Um, I'm Sheriff Swan… Who are you?"

"I'm the Doctor," the lanky man answered, grinning wider and hooking his thumbs into suspenders Emma hadn't noticed before. A bow tie and suspenders. Of course.

"The Doctor... Sounds like some crappy comic book villain," Emma said, crossing her arms in front of her. Then, she considered him for a moment. "That's not what you are, is it? It's probably not the weirdest things I've come across here, but still..."

"I assume you're referring to the anomalies I detected in this area. My... vehicle barely avoided crashing. Certainly didn't plan on visiting - where am I?"

"Storybrooke." Emma flatly answered. The man - The Doctor, seriously? - stuck his hands in his pockets and looked around at the main street with a narrowed gaze.

"Lovely name. Sounds like storybook and, I have a feeling, this place has quite the story to tell. As for your question, no, I am not a villain. I'm a pacifist. I suppose I'd make an impressive villain though; A very cool one." The Doctor emphasized his point by reaching up to adjust his bow tie.

Emma bit back a nerd comment and instead gave the man a polite smile she liked to call her "I don't want to put up with this, but pulling a gun on them is probably not a good idea right now" smile. She didn't know what was worse, that this guy thought he was in some way cool or that he was a self-declared pacifist. There was one thing that was clearly bad though; this man was not from Storybrooke, and she'd been talking to him as if he were.

"Oh, well," she scrambled to cover, trying to look as calm as possible. "Welcome to Storybrooke… Don't worry about my comment about weird things happening, by the way. When you're sheriff you usually deal with the unusual stuff."

The Doctor nodded. "No worries. Of course. I'm sure there are plenty of things to keep you busy, in a quaint town like this - visited plenty smaller and stranger in my time but this place, this Storybrooke, intrigues me." He took another look around the area, bouncing on the balls of his feet.

"Are you some kind of scientist?" Emma asked while wishing very hard that he wasn't. He'd been talking about detecting anomalies, though, which was strongly going against what she wanted. The last thing they needed in this town was someone with a curious mind.

"I guess you could say that," he said, still looking around, and then something across the street caught his eye. "Oh, hello there."

His focus was on none other than Dr. Hopper, who was walking Pongo. By the intense look on the Doctor's face, Emma figured it was probably a good idea to follow him, if he tried to lick Archie or something. He kind of left the impression that he was capable of something as freaky and gross as that.

Emma was closing in on the gap between her and the Doctor when Archie finally noticed the strange man approaching him. He opened his mouth - probably to voice some polite inquiry, which would be a typical Archie thing to do - only to pause as the man crouched to give Pongo a good scratch behind the ears.

"What might your name be, eh?" The Doctor asked the Dalmatian. Pongo barked a few times, seemingly excited by the visitor.

"His name's Pongo. I guess you like dogs," Archie said, seeing an opening in the slightly awkward situation before him.

"Nice to meet you Pongo. I'm the Doctor."

"I'm-"

"Dr. Archie Hopper," The Doctor said before Archie could continue. He pulled his attention away from Pongo, springing up to offer his hand to Archie. The red-headed psychologist took it and the Doctor pumped his arm strongly. "Yes, I know. Pongo was kind enough to make the introductions."

"Wha -" Pongo barked again before Archie could get anything else out.

"He would also like you to know that he believes his mate is somewhere in the west part of town. They seem to keep missing each other at the local vet's office, which is why he keeps feigning a limp even though he doesn't like the vet. He has cold hands."

"Mate?" Archie asked quizzically.

"Yes, Perdita," the Doctor answered and then he turned back to crouch in front of Pongo. "No, I'm sure she's not trying to avoid you, a strapping young canis familiaris like yourself. Sometimes it's simply bad timing. I can vouch for that."

Archie's gaze met with Emma's at that point. They both shared the same confused expression, and Emma shrugged to show that she was handing this situation over to Archie for the moment. Archie frowned in response, but put on a polite smile for the Doctor. Unlike Emma's, his was at least slightly genuine and without a trace of violence behind it.

"Pongo told you my name?"

The Doctor glanced up, still scratching Pongo behind the ears. "Yes, I speak dog. You should be flattered that he bothered to give your name. Say what you want about dogs being man's best friend, but if you're not a good companion they'll simply call you 'the food dispenser'."

"Oh…" Archie said. He was taking the information quite well, but if it had been just Archie Hopper hearing that he probably would have handed the man his card. "Are you a magician, perhaps?"

"Archie," Emma suddenly said, a little louder than she'd intended. She inwardly winced but continued. "This is the Doctor. He's from outside of Storybrooke."

She gave the psychologist a pointed look just in case her words weren't enough but she didn't have to worry. Archie's eyebrows rose and his mouth formed an "o" as he looked back down at the strange man who was getting stranger by the second. If he wasn't from Storybrooke then he wasn't from the Enchanted Forest. If he wasn't from there, then he definitely wasn't a magician (a real one, anyways), which only left one conclusion for both Archie and Emma… This man was probably clinically insane.

"Um, Mr. Doctor…"

"Just Doctor," The Doctor said, going back to the quiet conversation that he was having with Pongo.

"Okay," Emma continued. "What brings you to Storybrooke, Doctor?"

"That is exactly what I am trying to find out," he answered.

"By talking to a dog?"

"Ask a human a question and you might get the edited version of the truth, at best. If you want the unbridled truth, however, you ask someone who understands the value of not keeping unnecessary secrets. Case in point, Pongo, you ol' rascal!" The Doctor said, gesturing to Pongo and kissing him on the top of his head. His gaze then suddenly turned apologetic towards the Dalmatian whom Emma could swear looked offended. "Sorry, it just slipped out. Of course you're not old, but you gave me an idea."

That seemed to brighten the dog's mood, surprisingly. That, or the Doctor's delusions were contagious. Emma jumped in surprise, unprepared for the bow tie wearing man popping up suddenly from his crouch. The Doctor then pulled out what was obviously the metal wand Ruby had seen earlier.

"What's that?" Archie asked him, as the Doctor fiddled with it for a moment.

"I should have thought of doing this scan earlier," The Doctor muttered. He actually waved the device in the air, extended high above his head. The tip glowed green and a whirring sound told them that it was doing… something. He then brought it back down to eye level and frowned. "This is very odd."

"What is?" Emma asked, mentally sighing. She pictured paperwork and town meetings in her future.

"What's the population size of this town?"

"I don't know. 3,000 or more?" Emma guessed. It would probably be a good idea to do a head count, she thought. She suddenly felt like a very lousy sheriff all over again.

"Probably more," Archie offered. Apparently he wasn't sure either, which made her feel a little better. "What did Pongo say?"

Dr. Hopper, teeming with wise words and solid advice, was now staring at the Doctor like a curious child. Emma wanted to groan - loudly - but she was too busy keeping an eye on Storybrooke's latest guest who was muttering to himself and ignoring Archie's question.

"3,000 or more… Definitely no more than 5,000, by the looks of it, which means we have a problem," The Doctor said, turning about in the same spot to take in what he could see of the town. Then, very suddenly, the strange man was off again. This time he was making a bee-line for Granny's Diner. Pongo barked, causing the Doctor to send a quick wave goodbye to the dog and Archie.

"Wait, what?" Emma ran to catch up to him. "What do you mean a problem?"

The Doctor suddenly rounded on her, causing Emma to instinctively go for her gun as she pedaled backwards to keep from colliding with him. The look on his face was not threatening, though. Instead, it was like he was eager to share a juicy secret.

"Woah," she exclaimed.

"Do you know how much psychic energy the average human produces?"

"Uh…"

"Your town might be small, but its psychic energy levels are through the roof!"

"Which means…?" Emma inquired.

"I have no idea," The Doctor answered, but he looked much more excited than he should. "But I'm going to find out." Then, he spun back around and pushed his way through the diner doors. Emma groaned.

Yes, there was definitely a town meeting in her future.

**888**

A/N: The End. Well, okay. There could be another chapter, possibly. I intended this to be a one-shot but it kind of feels like it should have two or three parts. It will definitely be finished, however, because I've got plenty of ideas brewing for the ending. Forgive me for any discrepancies concerning Doctor Who. It's been less than a year since I started watching it and I obviously haven't seen every episode or every Doctor. Also, I hope I caught all the typos and stuff, but I wrote this all in less than 12 hours and I'm running on fumes.

Let's hope that I can get back to updating my other stories as well but, for now, I hope you enjoyed this. Review please!


	2. Chapter 2 - Missing Parts

A/N: Woohoo! I got… 1 review. Nicolive, I thank you with all my hearts. I'm dedicating this chapter to you, because you're cool as a bowtie and likeable as bananas. And, yeah, I might be going a little overboard with the Doctor Who references. This story has only been out for a few days, so I'm hoping that I get more feedback with this chapter update.

Disclaimer: Ah, forgot to put this in last time. I do not own Doctor Who or Once Upon a Time and I'm making no profit from this.

**Chapter 2**

"Missing Parts"

"I thought you were here to solve a mystery," Emma said to the Doctor as she sat across from him in one of the diner booths. All eyes had immediately gone to them upon their entrance, but subtle gesture from the town sheriff was enough to at least get most of them to stare from the corner of their eye instead. "Not… order pie."

"I was hungry," The Doctor explained, and then he scrunched up his nose and mouth. "Besides, I can't get the taste of apples off my tongue."

Emma frowned thoughtfully at the man. She'd never noticed any apple smell or taste in Storybrooke, and this Doctor was still looking crazy to her - Apparently there were still some things she wasn't going to accept as normal - but the fact that he mentioned apples had her a little on edge. Apples were sort of a Regina thing.

"And that's why you practically ran in here?" Emma asked, arching her brows.

"I was _very_ hungry," He said in answer. "And diners aren't exactly where you solve mysteries. It's a good spot for thinking sometimes, but never defogging the ambiguities of the world, whatever size they might be."

"Here you go. One slice of banana cream pie, extra bananas," Ruby said, interrupting their odd discussion about diners by setting down a small plate in front of the Doctor. True to her word, you could barely see the pie filling underneath the layers of banana slices. The Doctor appeared ecstatic just from the sight. "Anything else?"

"This is quite fine, thanks," he replied cheerfully, and immediately shoveled some of the pie into his mouth. All of the Doctor's focus went into enjoying his dessert, leaving room for Ruby to send a questioning look towards Emma veiled behind feigned innocence.

"Can I talk to you for a moment, Emma? I wanted to talk to you about working at the station again."

"Uh," Emma glanced at the Doctor and then back to Ruby. "Sure. I'll be right back, Doctor."

He didn't reply, so Emma just casually followed after Ruby until they were out of sight in the back of the diner. Ruby spun around, getting closer to whisper even though they were well out of earshot of anyone else who might try to overhear.

"So?"

"So what?"

"Who is he? I'm pretty sure he's not from around here, which means he's one of our first outside visitors since the curse broke," Ruby said.

"You couldn't have told me that before? I thought that he was some deranged fairytale character. I had to cover pretty fast when I figured out that he wasn't," Emma said, sounding frustrated.

"Sorry," Ruby sincerely said. "I didn't get a good look at him before; he kind of moves around a lot."

Emma snorted. "Yeah, I noticed."

"So, is he a doctor?" Ruby asked.

"Um, he's some kind of scientist, I think. I haven't gotten much information yet." Emma said, furrowing her brow. "He seems to go by just 'The Doctor' though."

"Oh… That's…"

"Insane? I know. The guy even talked to Archie's dog and claimed that he talked back. Who talks to dogs?" Emma caught the strange expression growing on Ruby's face, and her eyes widened a little. "You don't… do you?"

"Well, it's not exactly talking but I can pick up on emotions, or when something's wrong…" Ruby explained.

"Okay… but it's not actually speaking, right? You can't go up and ask a dog a question and get a straight answer?" Emma asked, crossing her arms tightly against her chest. She never thought she'd be asking these kinds of questions, but here she was. She really hoped this didn't mean she was going crazy.

Ruby nodded in answer.

"So, this guy is - " Ruby began.

"Probably mad as a hatter, yes," Emma said. She might have laughed at the slip in her words if she'd really been paying attention, but instead her frown deepened as she thought back to the very man they were currently discussing, probably finishing off his pie as they spoke. "Does the town smell like apples to you?"

"What?" Ruby asked, surprised by the change in topics.

"Sorry, it's just that I know you have a great sense of smell and…" Emma wasn't sure what else she was going to say, but she didn't need to say anymore. If she'd earned anything from Ruby it was at least her trust, though she wasn't sure sometimes how that had happened. Ruby shook her head.

"No, it doesn't. Not unless I'm close to Regina's or the grocery store, anyways," Ruby said.

"Right, then I'm sure it's just a weird coincidence," Emma said, nodding even though she was having a hard time believing her own words. "Know anything about psychic energy?"

"I know this might sound strange coming from a werewolf, but is that even a real thing?" Ruby asked. They both stared at each other for a moment before grinning. Emma laughed first, quickly followed by Ruby. Granny popped her head around the corner as the humor began to disperse.

"That strange man of yours is leaving, Emma," Granny said. Emma looked up at the ceiling and groaned.

"Okay, thanks Granny. I've got to go." She directed the last part to Ruby, before heading out of the diner and in the direction she'd caught a glimpse of brown tweed disappearing around a corner. Emma eventually found him in an alley, walking out of what looked like a phone booth. Last she'd checked, though, they weren't made of wood… or blue.

"Hey!" She shouted just as she caught up to him. "I said I'd be right back. Kind of implies that you don't go anywhere."

The Doctor stopped and turned around to look at her. "What? Oh, sorry. Had to check on something."

"In a blue box?" Emma asked. The Doctor gave her a once over and then looked away.

"Yes, basically, so feel free to carry on," The Doctor said, waving her off. "Go break up some domestic disturbances, pull cats from trees; whatever you like."

"I would, but the most disturbing thing I've found today is you," Emma muttered under her breath.

"What's that?"

"You mentioned something was off about this town. I'd like to know what that is," Emma said, ignoring the question. She might be inclined to think that he needed psychological help, but Emma had sworn that she would make sure this town was safe as long as everyone was stuck in it. Letting strange men run around without concern wasn't part of that promise, and she was itching to know how much truth his insane ramblings actually held.

"I think you know better than I do," The Doctor said, moving closer to her. This time she stood her ground even though he was starting to get uncomfortably close. "Care to let me in on the secret?"

Emma said nothing, her jaw tightening as she refused to look away from the intense stare of the Doctor. She supposed that denying or trying to cover up would have been the logical thing to do at that moment, but his eyes were… old. It didn't make sense that this would be the reason she kept silent, except the ancient light in them frightened her.

Emma had seen a glimpse of something similar in Mr. Gold, probably when he was most like the Dark One from before the curse, but this was something Emma wished she'd never noticed in the strange Storybrooke visitor. There was enough to worry about without wondering how someone who looked to be in his thirties could stare out at the world as if he'd seen everything a thousand times over, and came out of it all with parts of him missing.

The Doctor broke their stare first, sighing as he busied himself by adjusting his jacket. He knew he'd made her uncomfortable. Even more, the Doctor knew Emma was now scared of him; it was clear that he knew, and didn't like what she'd managed to see.

"I'm a pacifist, remember?" He said, not looking at her. Emma cleared her throat, worried that her voice might falter. She'd faced ogres, zombies and a crazy woman trying to pull her heart out of her chest. The Doctor's old eyes should be the least of them.

"I know. Besides, I've got a gun," she said. It was meant to lighten the mood in a way, and the Doctor did laugh, but she had the feeling he wasn't laughing at what she'd intended. In the next second, the old-eyes Doctor was tucked away and she was left with the almost playful, most definitely insane but mostly harmless version of him again.

"Well then, I think I have an easier question for you to answer instead," The Doctor said.

"What's that?" Emma asked, feeling suspicious even as she let the man continue. The Doctor grinned.

"Where are the apple trees?"

**888**

A/N: A little shorter, I know. Sorry. Thank you to those who have put this story in their favorites as well. It's good to know that people aren't clicking and then leaving after reading a couple sentences. I hope that I haven't just trashed anyone's image of the Doctor. I guess this is kind of what I see when I look at him. Not an excuse, but a reason. Review please!


	3. Chapter 3 - See Nothing

A/N: Okay, so I got way ahead of myself by promising a one-shot to anyone who made a Doctor Who reference. I'm not getting all that many reviews, so why would someone be itching for me to write something else for them, eh? Let's cancel that little contest. Sorry. It's just not going to happen. Thank you for the reviews. I would love some more. Just a little hint, or heavy nudge, really. And, on to the story now!

Disclaimer: I don't own Doctor Who or Once Upon a Time. I'm not making any profit from writing this story.

**Chapter 3**

_See Nothing_

**Previously:**

_"Well then, I think I have an easier question for you to answer instead," The Doctor said._

_"What's that?" Emma asked, feeling suspicious even as she let the man continue. The Doctor grinned._

_"Where are the apple trees?"_

**888**

"There is _no _way I'm taking you there," Emma protested, walking quickly out of the alleyway with the Doctor close behind her.

"Why not?" The Doctor asked, demonstrating rather impressive puppy-dog eyes, which Emma wasn't quite impervious to at the moment.

She looked away, focusing on the sidewalk in front of her a little more fervently than she should. Storybrooke didn't have all that much foot traffic compared to the big cities Emma was used to navigating. You were more likely to run into an antique light pole than a person on its streets.

Staring at the path before her was a lot easier than trying to look the Doctor in the face, though. She swore that Henry was the only one around capable of pushing her maternal instincts buttons, but the Doctor was becoming a close second on that list. It was funny that a man who had scared her only a moment before would make her want to pat him on the head the next, and go along with his crazy ideas.

"Because I'm dealing with enough stress without some… science geek coming into town and poking around in the one area that could get him into trouble," Emma said.

"Oi, I am not a geek!" The Doctor stopped to think for a moment, causing Emma to stop with him. "Well, I might have been called one a number of times over the years - but still! - it's very rude. And what exactly do you mean by trouble? That's typically a fair indication that I should be there, you know, or so I've been told."

Emma sighed. "Good to hear that I'm not the only one that thinks that. What do you usually get up to that has people saying that anyways?" The Doctor opened his mouth to answer, then paused, closed it, and opened it again. Emma held up her hand. "Wait, don't answer that. I don't want to know."

"Well, it's not like I do it on purpose," The Doctor said, sounding defensive. They were moving again, with the Doctor unnecessarily weaving around the occasional pedestrian or inanimate object while Emma kept on her straight path towards her car. He'd pulled out that metal device - wand - thing of his again and was randomly using it. He was drawing a few wary stares as a result, which urged Emma to stop again and snatch it from his hands.

"Hey!"

"I have a feeling that you don't do a lot of things on purpose," Emma said to him, then looked down at the object she was now holding. "What is this, anyway?"

"It's a sonic screwdriver, and I don't appreciate you pinching it like that," he said, attempting to take it back. Emma quickly moved it out of his reach and took another look at the now so-called "sonic screwdriver".

"This is a screwdriver?" she asked, skeptical.

"A sonic one, yes," The Doctor said, finally managing to take it back.

"What does it do?"

"Sonic-y stuff," he answered. Emma gave him a look. "Let's just say that it's very handy, and I could show you a few of its tricks if you'd just show me where the apple trees are."

"I don't think so," Emma said and she moved towards her car again.

"I'll just ask someone else then," the Doctor said, getting her attention enough to make her pause. He moved closer, lowering his voice and letting slip some of that intensity that had shaken her in the alleyway. "You have secrets, I'm aware of that - likely ones involving this very town and the puzzle I'm trying to solve - but keeping those from me won't do you any good. I can help, if you let me."

Emma was silent for a moment as she considered his words. She ran through all the logical reasons why she shouldn't say anything; he was insane, a stranger, too curious. A part of her she'd ignored so many times in the past, however, was whispering to her now. It was the part of Emma that had grown stronger since she'd arrived in this town, even more so when the curse was partly broken and she'd gone through her little adventure in the Enchanted Forest. It was saying one thing right now that she couldn't ignore; repeating it over and over until she thought she would go mad if she didn't make the right decision.

Doctor.

"Get in the car," Emma said.

88888

"I can't believe I'm doing this," Emma muttered to herself, just as she pulled up in front of Regina's house in her yellow Beetle with the Doctor in the passenger seat. She didn't know why she was actually going along with this mad man's vague mission, but here she was. Regina wasn't going to be happy about this.

"Is this it?" The Doctor asked, peeking out the windows at the house. Emma nodded dumbly, still thinking about Regina's possible reactions - many of the possibilities not being good - but managed to react when the strange man tried to leave the car. Emma grabbed at the back of his collar, causing the Doctor to choke as his momentum was suddenly stopped, which Emma promptly ignored.

"Look," Emma said as the Doctor adjusted his bowtie, looking rather put-out. "You don't want to upset the person who lives here, so we're going to do this my way."

"Fine, I just need to see those apple trees," The Doctor said.

"Apple tree," Emma corrected.

"What?" The Doctor looked confused.

"There's only one apple tree," Emma said.

"In the entire town?" The Doctor asked, incredulous. Emma nodded. "You must be mistaken."

"I might not have been here very long, but I've seen enough of it to know that I'm not wrong. The only one around for miles is the tree in this yard," Emma said.

"And whose yard is this?" The Doctor said, looking back out at the yard but not attempting to leave the car again.

"Regina Mill's; our… previous mayor," Emma answered, frowning.

"Not a planned retirement from her position, I assume?" The Doctor asked, surprising Emma.

"Yeah… How'd you know?"

"There's a reason I'm in this town, at this exact point in time. I just need to know why that is, but I have a feeling that I'm moving in the right direction," The Doctor said, a smile growing on his lips. "If I'm wrong, well, can't say that I've never been in that sort of situation before. Come on!"

Emma didn't get a chance to grab at the Doctor a second time. He was out and heading down the walkway within seconds, leaving Emma scrambling to take off her seatbelt and slide out of the car after him. He was already to the door and ringing the bell by the time she'd caught up.

"Didn't I say that we'd do this my way?" Emma hissed.

"Yes, you did. I chose to ignore that," The Doctor said, patiently waiting for the door to be answered. Emma was really hoping that Regina was out somewhere.

"Just so you know, if you so much as snap a twig off that tree, I'll lock you in that box of yours and ship you off to a dump," Emma said. She didn't attempt to remove him from the property, which probably would have saved her a lot of grief, but a little threatening couldn't hurt at that moment. Unfortunately, the Doctor looked more amused than cowed.

She was about to ask him what was so funny, but the door opened at that moment. There stood Regina, looking between the Doctor and Emma questioningly.

"This is an unexpected visit," Regina said, sounding uncomfortable under her usual, careful tones. "What's going on, Miss Swan?"

"That's kind of what I'm wondering," Emma simply answered, feeling a similar discomfort. She was just starting to resolve some of the issues between her and Regina so that they could both be in Henry's life. The Doctor, no matter how helpful he turned out to be, was making things rather difficult for her personal life.

"Hello," The Doctor said cheerfully as he pulled out what looked like a wallet. "Doctor, Botany Inspector. I need to see your apple tree." He flashed his ID and then slipped it back into his jacket. Regina's jaw clenched, and Emma braced herself. She could see their metaphorical bridge burning before her.

Regina bared her teeth in one of her evil queen smiles.

"That was a blank piece of paper. Mind telling me the truth, Doctor?" she said, coldly. The Doctor grew still, which Emma interpreted as all of the strange man's energy being turned sharply inward to resolve the mess he'd just stepped into. Emma took a step sideways, feeling as if she needed to physically separate from him in order to make it clear that she was not part of whatever crackpot plan he was brewing in his head.

"You seriously showed her a blank piece of paper?" Emma said.

"It's psychic paper," The Doctor answered, refusing to take his eyes off of Regina. He pulled out the "ID" again and flipped it open to show Emma. "What do you see?"

Emma arched a brow, but humored him by looking. "It's blank," she said flatly.

"Really?" The Doctor said, sounding intrigued. "I wonder why that is..."

"Probably because it's just a piece of paper," Regina said, sounding increasingly annoyed. "Is this some kind of joke, Miss Swan?"

Emma mentally groaned. This was not going well for her at all.

"I'm so sorry, Regina. It's not a prank or anything… mind if I talk to you for a moment? Alone?" Emma said, trying to convey more with her eyes than she dared say in front of the Doctor who was continuously altering her definition of trouble.

"Fine," Regina said stiffly, gesturing inside. The look she gave the Doctor when he tried to move inside with Emma could have peeled bark off a tree. Emma wasn't surprised to find that he was in no way particularly affected by it, though he was at least wise enough to pause before he could pass the threshold.

"Why don't you go wait in the car for a bit, Doctor," Emma said. She felt a little ridiculous, treating the man like he was a child being sent off while the adults discussed "important things", but it was the best thing she could think of at that moment. The Doctor did a very good job of looking like a dejected five-year-old though, so the situation didn't seem all that far off.

"Fine," he said, his tone somehow expressing stodgy arrogance and childish misery simultaneously. He muttered to himself as he trudged down the walkway back to the car. "That's usually my line. Go wait in the TARDIS. Don't go anywhere. Hold this transport device if you want to live…"

Any further words from the Doctor became incoherent as he moved out of earshot. Regina left the door slightly ajar as the two women, polar opposites in so many ways beyond their appearance and style, faced each other stiffly.

"Sorry about that," Emma said.

"You already apologized," Regina said. Emma sighed, feeling frustration bubbling up even as she fought it down.

"I know, and I don't even know why I'm apologizing for that man. I don't even know him."

"But you brought him to my home regardless. What's going on?"

"He's new in town," Emma said. She took a deep breath before continuing. "He's been saying some crazy things - doing some crazy things - that I would have usually written off as insanity, but now… who knows?"

Regina, to her credit, looked relatively calm after hearing the news. Her voice, when she spoke next, however, was curious and tinged with worry.

"What kinds of crazy things?" she asked.

"Besides talking to dogs and digging in dirt with his bare hands? He says that something's wrong in Storybrooke and that it might have something to do with apple trees." Emma said.

"There's only one apple tree in Storybrooke," Regina said.

"Yes, I know," Emma replied.

"And this doctor doesn't know anything about me? Or this town?"

"It seems that way," Emma said, sighing.

"I'm not aware of any link between my tree and the curse," Regina said. She was telling the truth. "I suggest you do something about this doctor of yours, Miss Swan, before I do."

"Woah, hey, this guy's just a random, maybe insane, traveler, who was unlucky enough to have his next destination be here. I don't know about you, but I think threatening him isn't really a good idea if you want to keep this place off the grid for a while longer."

"Something has to be done before he jeopardizes our life here. Things might have changed, but I have no intention of ignoring the needs of this town, despite its people having turned their backs on me."

"If that's your way of solving problems around here, then it's clear there's good reason they did," Emma said, regretting her words right away when Regina physically recoiled. "Look, I know you've been trying hard to change for Henry, and the town even sees that. I didn't mean…"

"What? That I'm the reason for everyone else's misery? That I'm still the evil queen who trapped everyone here?"

"No, I -"

"Storybrooke is a cage, Miss Swan; more so for me than the others right now," Regina said, her eyes growing bright as she spoke, like she was on the verge of tears. "And, for your information, I wasn't suggesting that we harm the man. There are perfectly legal ways of driving someone out of a town."

"Right, sorry," Emma said, pausing awkwardly for a moment before gesturing towards the door. "I should probably just tell him that you don't want him on your property, then. I highly doubt he's a botany inspector, so maybe I can scare him off by threatening to press charges."

"Just as long as he's out of Storybrooke before he finds out there's magic here," Regina said, nodding as she opened the door enough to let Emma leave. Emma moved to do just that, but paused on the threshold as something caught her attention.

"Oh, crap," Emma said.

"What's wrong now," Regina asked, sounding like she was on the brink of a headache.

"I think that getting rid of the Doctor is going to be harder than we thought," Emma said.

"And why's that?" Regina asked, moving to see what Emma was staring at. Emma turned to look at her, grimacing.

"Henry," Emma simply answered. Both women then looked at where the Doctor and Henry stood talking animatedly with each other by Emma's yellow Beetle. It might have seemed rather innocent, except the Doctor had something in his hands.

"Is that Henry's story book?" Regina asked, annoyance crackling in her voice.

"Yup," Emma breathed.

"I'd like to recant my previous statement about not harming that man, Miss Swan," Regina said.

Emma groaned.

**888888**

A/N: Hope you enjoyed. Took me a while to finish the last bit with Regina and Emma, but I'm hoping that extra time improved it. Still hoping I'm on the right track with the Doctor as well. I don't want to simply regurgitate lines and references from either show, since that annoys me the most when reading fanfics. What's the point of writing your own stuff, if you're just going to do a basic copy and paste of every line? Anyways, please review. Love it, hate it, want to hang me? Express your feelings in a review!


	4. Chapter 4 - Surprise

A/N: Thanks for the reviews! I started writing this chapter right away. I was so excited about writing the scene with Henry and the Doctor and then all these ideas kept popping up. Ah, so much to do, so little time. Well, enjoy!

Disclaimer: Doctor Who and Once Upon a Time belong to someone else. They don't belong to me and I'm making no profit from this, nor do I have any significant amount of money worth suing for.

**Chapter 4**

_Surprise_

**Previously:**

"_Henry," Emma simply answered. Both women then looked at where the Doctor and Henry stood talking animatedly with each other by Emma's yellow Beetle. It might have seemed rather innocent, except the Doctor had something in his hands._

"_Is that Henry's story book?" Regina asked, annoyance crackling in her voice._

"_Yup," Emma breathed. _

"_I'd like to recant my previous statement about not harming that man, Miss Swan," Regina said._

_Emma groaned. _

**8888**

"Who are you?" The Doctor's head snapped up and to the left to find a young boy leaning through the driver's side window, the source of the interruption. The boy's face was bathed in a green glow, reminding the Doctor that he'd forgotten to let his finger off the sonic screwdriver controls. He quickly turned it off, staring perplexed at his sudden company.

"Who am I? Who are you?" He asked.

"I kind of asked you first," the boy said. The Doctor's eyes shifted back and forth as he seemed to think.

"Yes, yes you did," He answered, and then extended his hand almost like he were offering it to wild animal to sniff. "I'm the Doctor."

"Just the Doctor?" the boy asked, eyebrows arched.

"Yes," The Doctor said, hand still stretched out as he nearly glowered at the boy. He did well with kids - he liked kids - but having one pop in through the window while you were trying to concentrate was a little jarring.

"Sounds like the name of an evil villain," said the boy, even as he finally took the Doctor's hand to shake. "I'm Henry."

"Any relation to the sheriff, by chance?" The Doctor asked Henry.

"Yeah, why?" Henry asked, surprised.

"Oh, just wondering…" The Doctor looked back at the house he'd just left. He could see a sliver of light through the still slightly open door, but both Emma and Regina were well out of sight for the moment.

He figured stepping outside the car would be alright. Going to find the apple tree would be better, but that Regina woman had looked murderous. He didn't mind a little danger every once in a while, but he didn't really feel up to it just to see a tree. There would be other opportunities; they usually sprung up on their own, or he'd find a loophole. It was only a matter of waiting and thinking for a bit.

"You're not from around here, are you?" Henry asked, drawing the Doctor's attention back to him. They now stood on opposite sides of the car, which the Doctor quickly remedied by circling around to Henry. He fixed a contemplative gaze on the young boy.

"Yes, and before you say anything more, I have a question for you," The Doctor said quickly, drawing interest from Henry. "What do the townspeople of Storybrooke really mean when they ask that question?"

"I don't know what you mean," Henry said, shifting uncomfortably and pulling himself back like distance would conceal his lie.

"A child lying; that typically only happens when they try to cover up something they did wrong, but you've done nothing," The Doctor said, hands clasped together in front of him. His voice grew soft, expressing every ounce of his growing curiosity. "No, somebody's been telling you to keep secrets."

"I-I think you have the wrong idea," Henry said, looking a little more nervous.

The Doctor continued to look at him, working through the puzzle pieces and the possibilities. Everything was so vague and veiled in this town. He'd seen it right away, but that didn't mean much without the key elements in place. The Doctor decided that, if he was going to get anything, he was going to have to give a little.

"What if I told you that I'm a traveler from very far away, one who has seen many things beyond this time and space, and that I'll believe anything you have to say, no matter how unimaginable or fantastical it may be," The Doctor said.

"How far away?" Henry asked, squinting. He looked intrigued, but definitely still wary.

"Very far; somewhere man will never reach," The Doctor answered, while in his mind he thought grimly of why exactly the human race would never touch the land he came from.

"Are you trying to say that you're not human?" Henry asked, still squinting. A smile played on the Doctor's lips.

"Perhaps… does that bother you?" The Doctor asked, arching his eyebrows questioningly as he kept his hands folded in front of him. Henry looked at him a moment longer and the Doctor almost expected him to run away but, instead, the boy smiled back.

"You'd be surprised what I believe, actually," Henry said, tension seeping out of him like ice melting off a mountain.

"Surprise me," The Doctor said, and that's what led to Henry handing him a leather-bound book. He ran his hand over the lettering on the cover. It was clearly a fairytale book, simple enough to figure out by the title, but why it had anything to do with their current conversation was still unclear.

"Open it," Henry said, and the Doctor did, flipping through pages filled with colorful pictures and familiar, Earth stories. At a glance, however, it was obvious that they weren't how they ought to be. He'd seen various versions of the Brothers Grimm and other fairytales throughout Earth's history and beyond, as humans adapted them to the times and circumstances; this version was something entirely different.

"Why do all these stories seem to overlap one another?" The Doctor asked.

"Because they all happen in the same land," Henry explained, and then paused. "Well, not everything. Wonderland is a different world, but I guess pretty much everyone is from the Enchanted Forest."

"Everyone… as in everyone in Storybrooke," The Doctor said more than asked, his eyes growing wide as he realized what Henry was vaguely stating. Henry nodded. "Fascinating."

The Doctor couldn't really say what was fascinating about it. To hear that a town was full of fairytale characters didn't strike him as unusual; not anymore. Facing the devil sort of helped in that regard. It was probably the details of a curse, written out on a few of the last pages that intrigued him the most. That was certainly different. So much for happy endings.

"The ex-mayor is the evil queen?" The Doctor asked Henry after a moment.

"Yeah," Henry said. "She's kind of my mom and not really evil anymore. She's been getting some help from Dr. Hopper ever since the curse was broken."

The Doctor's eyebrows arched again. "Dr. Hopper…" He thought for a moment, and then snapped his fingers. "Jiminy Cricket! What on earth is he doing with Pongo as a pet? Never mind. What's this about the curse being broken?"

Henry opened his mouth to clarify but stopped as someone called his name. He and the Doctor turned towards the house just in time to see Emma and Regina hurrying down the walkway to them, both looking worried.

"Henry, what are you doing here?" Emma asked, a little too wide-eyed to convey that question as a casual one.

"I came to see my mom," Henry said. Both women blink a little too quickly as he said the word "mom". Interesting. "Then I saw your car. Did you bring the Doctor here for Operation Cobra?"

It was the Doctor's turn to blink. "Operation Cobra? What's that?" He asked.

"Codename for the curse," Henry quickly said, to which the Doctor nodded in understanding while the two women looked ready to hide.

"You two seem to have discussed a lot," Regina said, a sour look on her face. Seeing that look, Henry quickly turned sheepish.

"I know you guys wanted me to keep this a secret, but… I think he can help," Henry said.

"You've just met him, Henry," Emma said. "You don't know him."

"Then why'd you bring him here?" Henry asked, quickly turning the tables on Emma. She opened her mouth, but seemed lost for words, settling for just frowning in response as she thought of why exactly she had brought the Doctor to Regina's place.

"That doesn't matter right now," Regina said, inadvertently helping Emma out of her mental dilemma. "What matters is that this man leaves. I don't know what you've been saying to my son, Doctor, but I think it would be best if you forgot everything you came here for and go. Now."

The Doctor, of course, had decided to partly fade out of the conversation at this point to leaf through the book in his hands again. He heard the threat just fine, but it had even less impact than it usually did. Instead, he was very focused on one of the end pages of the book, frowning in concentration as he traced the design on its surface.

"Doctor," Regina said, sounding even more annoyed.

"I'm afraid I've become immensely more involved in this town than you may like," The Doctor said, drawing a sigh from Emma. A quick glance up made the Time Lord very much aware of how murderous the (former) evil queen's gaze could get.

"And why is that?" she asked, voice dripping with venom. In answer, the Doctor turned the open book around to show them the page he had been focused on moments before. On it were intricate patterns of circles, lines and dots. It probably just looked like a very artistic end page for the book to the three, which was made evident when they all looked at him blankly.

"What's that?" Henry finally asked, saving the Doctor from having to coax the very question out of them. He hated forcing dramatics. A grin threatened to split the Doctor's face in half as he looked at them all, at the book, and then back.

"Someone's left me a message," he said.

**888**

A/N: So, I got a little more than excited. Surprised that there's another chapter up? So am I! And, I even took a shot at writing from the Doctor's perspective for this chapter, which was a little nerve-wracking. I changed the cover art for this story to go along with the twist in the plot too. Hope you enjoy. Review please!


	5. Chapter 5 - Underneath

A/N: Ack, how many of you are up to date on Once Upon a Time? Some of my initial predictions have come true and I have this mix of anticipation and disappointment as a result. Anyways, back to this story. I'm sure plenty of you are wondering about the message. Time to find out. Enjoy!

**Chapter 5**

_Underneath_

**Previously:**

_"What's that?" Henry finally asked, saving the Doctor from having to coax the very question out of them. He hated forcing dramatics. A grin threatened to split the Doctor's face in half as he looked at them all, at the book, and then back._

"_Someone's left me a message," he said. _

**88888888**

"He's lying," said Regina before anyone could react.

"Regina," Emma started, but was cut off by the dark haired woman.

"I don't care what you're special lie detecting abilities have to say, Miss Swan. I don't trust him," she said. Regina then stepped forward, putting herself closer to the Doctor than Henry. "There aren't any words on there, so how can there be a message?"

"Oh, but there are words," said the Doctor, turning the book back towards him and smoothing out the pages with his free hand. "You wouldn't know that, of course, since it's in a language you've never seen."

"Sounds terribly convenient for you," said Regina, crossing her arms in front of her. She still looked rather murderous, but Emma was just relieved that she hadn't produced any fireballs and burned the Doctor to a crisp at this point.

"I believe him," said Henry, as he came up to Regina's side and touched her arm. Regina's eyes softened a little at his touch. "And I believe Emma if she says that he's telling the truth."

Emma straightened as Regina looked back at her. The other woman's eyes clearly conveyed that she wanted her to side with her, but Emma was more influenced by the look Henry was sending. He looked so hopeful and was silently pleading; to her, to the power's that tied and twisted them all together in this strange little town and family. Emma couldn't lie.

"I'm sorry, Regina, but he's not lying," said Emma, sighing a little as she did. Regina's gaze turned dark for a moment again, but Henry tugged on her arm to draw her attention back to him and the tension came seeping out of her again.

"At least hear the Doctor out," said Henry. "Please?"

"Fine," Regina said a moment later, actually sighing. She looked between Henry and the Doctor, giving a nod to indicate that she was ready for whatever the Doctor had to say. "What's this message written in, then?"

"The language of my people," said the Doctor, still examining the book in his hands as he spoke. "There are very few who know it besides myself… you wouldn't happen to know who wrote this book?"

"August Booth," Emma answered. Familiarity with the name didn't register in the Doctor's eyes.

"He's Pinocchio," Henry added, helpfully.

"Really?" The Doctor asked, eyebrows arching in surprise. "A wooden entity transfigured into a human, now I wouldn't mind meeting him."

"He's not here," Emma said. "No one's seen him since…"

"Since the curse was broken - partially broken, I mean?" The Doctor asked.

"Yes."

"Oh, well, whatever," The Doctor said. "I suppose we'll just have to do with without him, then. First things first; I need to get back to my blue box."

"Why?" Emma asked, seeing that everyone was now focused her since the Doctor had directed the last part to her alone. She shrugged at both Regina and Henry, showing that she was about as clueless to the situation as they were.

"Because I only have part of the message; the rest is likely concealed, but I have equipment that can tell us whether or not that's true," he explained. Then, he snapped the book shut and headed towards Emma's car. "Shall we get going then?"

"Let's go!" said Henry, looking excited.

"Oh, no, Henry. I think you should stay here," said Emma.

"But I want to help," said Henry.

"He can come," said Regina before Emma could protest again. Her permission surprised Emma, who looked questioningly at the woman. "Because I'm coming too."

"Of course you are," said Emma, sighing. She'd been hoping a little that she'd be able to put some distance between the Doctor and Regina, but it was obvious Regina intended to keep an eye on the strange man.

"Hurry up!" The Doctor shouted, standing impatiently by the car. Emma shot him an annoyed look, but obeyed. One look from Regina had the Doctor sitting in the back seat rather than shotgun, which Emma didn't mind except now she had to sit next to Regina for the drive.

"So, what's the message say?" Henry asked the Doctor once they were all settled in the car and ready to head back to the main part of town. Emma was pulling out onto the street when she heard the Doctor's reply from behind her. She could tell he was smiling, and it was one of those "I've got secrets and a sense of humor that you'll never get" smiles that she was quickly beginning to hate.

"Once upon a time," he said.

888

"Here we are," the Doctor said as they arrived back in the alley where his blue box waited. He stopped a few feet away from it and spun around. "Thank you for the ride - very nice to meet you all - now, stay right here and don't follow me. I'll be right back."

"Wait," Henry said. "Where are you going?"

"In there," the Doctor said, gesturing to the box and looking as if he were explaining something that should have been obvious. "As you can see, it's very small, very crowded; wouldn't even fit two of us. You'd best stay here."

"He's just getting something, Henry," Emma explained, even though she could tell something was off about the Doctor's ramblings. "It's not like he'll step inside and go to Narnia or something."

The Doctor scoffed. "Don't be ridiculous. Narnia hasn't been reachable in decades."

"You're kidding, right?" Emma said. The Doctor clapped his hands together.

"Alright, I'll only be a moment," he said, completely ignoring Emma's disbelieving gaze and turning to unlock his box. Just before he opened the door, the Doctor looked back at them. "Don't look."

"Why?" Regina asked.

"Because it's private," he said. They all rolled their eyes but looked away long enough for him to slip in through the doors and close them.

The entire situation seemed pretty ridiculous; a man locking himself in a box while they waited. It wasn't even that big. He could have leant in, gotten what he needed and then shut the doors without even stepping inside.

"I've never heard of a police box before," Henry said, moving closer to the blue box. He touched the side of the wooden police box, his expression filled with wonder. "It's warm, like it's alive or something."

"Boxes aren't alive, Henry," Emma said, but she came up beside him to feel the wood herself. It was definitely warm, and there was no reason it should be that warm in Storybrooke's current cool weather; not unless something inside was keeping it warm.

Henry and Emma jumped when the doors suddenly opened. They each got a glimpse of orange lighting before it was promptly closed behind the Doctor and locked again. He came out with nothing but the book in his hands, but he looked triumphant. Regina, who hadn't moved from where they were told to wait, frowned at the man.

"Well?" she asked, expectantly.

"Well what?" the Doctor asked, then seemed to catch up with the conversation. "Oh, yes, you mean the device. Already found, already used. Now… now I just need one more thing."

The Doctor hurried out of the alleyway. Emma had a momentary pleasure of watching Regina hurry after him, much like she'd been doing earlier that day, but it was very fleeting as she realized that her and Henry were being left behind. They both rounded the corner in time to see the Doctor checking the sky and then carefully calculating where he needed to stand, while Regina kept a stern gaze on him.

"There are plenty of ways to conceal a message," the Doctor said, lecturing on as he continued to check the sky, step to the side and then check the sky again. "Even less ways to conceal one on a piece of paper. It's quite clear that there's one in this book. No one simply writes 'once upon a time' unless there's a story to go with it. Where's the story? Hidden. How do we find it? Turns out, the age-old sunlight trick."

"That books been in the sun plenty of times," Emma protested. "Nothing's showed up."

"Well, yes, there was one, special key ingredient that you were missing then," The Doctor said, cracking the book open and holding it out in front of him.

"What's that?" Emma asked. The Doctor grinned at her.

"Me," he said. Emma rolled her eyes.

"Look!" Henry exclaimed, and pointed at the previously blank pages where words were beginning to appear. These ones were in English, surprisingly, written in a tight and looping cursive. "What's it say?"

By then, the Doctor was already focused on the writing though, brow knit and frowning.

"It's about me," he said.

_**Once upon a time there was an old man who lived in a box. His name was the Doctor and he helped people. It was simply what he did. He traveled, saw wondrous things, and he stopped to help whenever children were crying. He made many allies, friends and enemies along the way, but at the end of the day he would get back in that little blue box of his and fade away.**_

_**One day, the Doctor went on a trip to visit a friend, but wound up on an entirely different adventure, instead, in a town with a curse and a name like a story book. This town had more secrets than the people living in it could possibly imagine, buried deep below, and when the magic that doesn't belong comes it will begin to wake. It will claw its way to the surface and take what it wants, unless the Doctor does something about it.**_

_**So, what do you think, Doctor? Can you save the town stuck in time and space from the thing that threatens from below the apple tree?**_

_**The End**_

"The end?" The Doctor said, incredulous. He flipped through more of the pages, searching for more where nothing deemed to appear. "No more details, nothing to tell me what it is or what to do?"

"Why does it say that you're an old man? Did a kid write it, 'cause you don't look much older than me," Emma said.

"You live in that police box?" Henry asked.

"Yes, it's a very nice box and I'm only a little old… sort of old. Really, in the grand scheme of things, I'm terribly, terribly young. I'll have to have a chat with this story's author later; that is, if I can figure out who wrote it," he said, then flipped through the pages again. "Unfortunately, there's no written by."

"It's so small, though," Henry said, still caught on the idea that the Doctor had a blue box for a home.

"I don't think that's the biggest issue right now, Kid," Emma said, messing with his hair.

"Yes, very true. The biggest issue is getting permission from your mother to see that apple tree now," the Doctor said and they all looked at Regina, who looked a little startled but still defensive.

"I highly doubt there is some mysterious threat living underneath my apple tree," Regina said. "And even if there was, I doubt you could do anything that I couldn't do myself."

"Oh really? Are you just going to rip it's heart out, then?" the Doctor said, causing a visible jolt in Regina.

"I don't do that anymore," Regina said through gritted teeth.

"No, you don't," the Doctor said, looking straight into her eyes for a moment, before getting a far-away look. "We all have things that we don't do anymore."

"It's nice to know that you've managed to kick some old habits," Regina said sarcastically. "Would one of them happen to be meddling where you don't belong?"

"Sorry, nope. That one's a bit difficult to get rid of," the Doctor said, a little too cheerfully before his expression turned very serious. "I do intend on seeing that tree."

"Not if I have anything to say about it," Regina said, holding up a hand but not conjuring anything up just yet. Emma tensed, a little unsure of what she'd do to stop a fight if it happened. Her gun felt like a useless hunk of metal at her side these days whenever she was around Regina or Rumpelstiltskin. He mind immediately went to the one time she'd actually used magic herself, but she shook the thought away for now.

"Mom, please. He's just trying to help us," Henry begged. "You promised you wouldn't use magic on anyone."

Regina seemed to struggle with herself for a moment, her gaze darting around. They had managed to gather a crowd. Between the Doctor's strange antics practically in the middle of the street and Regina's threatening presence, it was difficult to go unnoticed. The dark haired, ex-mayor finally lowered her hand, choosing instead to shoot the Doctor an intense stare.

"Fine," she said. "But I -"

Regina didn't get a chance to say anything more when a low rumble moved through the town. The ground vibrated under their feet, car alarms went off and store windows cracked. Those who were already on the streets clung to each other, panicking but not daring to move until the earthquake ran its course. Emma and Henry had managed to grab hold of each other, while Regina and the Doctor were forced together for support.

When the shaking and rumbling finally faded away, Emma and Henry still held on to each other. Regina immediately pushed the Doctor away, thinly veiled embarrassment coloring her features. They'd gone from visible hostility to some semblance of an intimate embrace within seconds. Emma tried very hard not to laugh, which resulted in a pained grimace on her lips. Fortunately, no one was paying attention to her facial expressions right now.

"What was that?" Henry voiced the question on everyone's mind. The Doctor spared no moment for embarrassment over having the former evil queen wrapped in his arms. Instead, he was busy scanning the ground with his sonic screwdriver, flicking it up every so often to take a look at what Emma assumed were readings from his scans.

"That," he finally said, eyes darting as he thought a mile a minute. "Was something waking up."

**888888888**

A/N: Took me a while to write the end of this chapter, but here it is. I hope you guys like it. What could be under the apple tree, eh? More to come later! Hope you can take the time to review, because I always appreciate reviews.


	6. Chapter 6 - Wake Up, Eat

A/N: This chapter is coming out much later than I anticipated because of work stuff. Girl's got to make a living and since BBC has not taken my offer to be an indentured servant I guess I have to stick to my current day job. Well, enjoy!

Disclaimer: I do not own Doctor Who or Once Upon a Time and I am making no profit from this.

**888**

**Chapter 6**

**Wake Up, Eat.  
**

Previously:

"_What was that?" Henry voiced the question on everyone's mind. The Doctor spared no moment for embarrassment over having the former evil queen wrapped in his arms. Instead, he was busy scanning the ground with his sonic screwdriver, flicking it up every so often to take a look at what Emma assumed were readings from his scans. _

"_That," he finally said, eyes darting as he thought a mile a minute. "Was something waking up."_

**888**

"Emma!" Everyone turned towards the shouting to find Mary Margaret hurrying towards them with David in tow. They both looked as worried as the rest of the town occupants currently in the street. Some narrowed their eyes at Regina; others glanced worriedly at the Doctor as his words reached them and sunk in.

"Hey, you guys okay?" Emma asked her… parents - still kind of weird - as soon as they joined her and Henry.

"Yeah, of course. What was that?" Mary Margaret asked.

"Felt like an earthquake," David said. "Please tell me it was just an earthquake."

"Well…"

"No time to chat!" The Doctor shouted. Emma was partially grateful for the interruption, but dreading it at the same time as all eyes went to the mad man. "If it's waking up, that means that it - whatever it is - will likely be hungry. Wake up, feel hungry, eat. That's how it goes, and I'm afraid I don't want to find out what's on the menu from all the way over here."

"Wait, what? Who is this guy?" David asked. The Doctor took that as an opening for an introduction.

"Hello, I'm the Doctor." He moved forward, clasping hands with David and squinting. "And you… Ah, yes! You must be Prince Charming - and Snow White. Brilliant! It's always so much fun to meet a fairytale character." He spun around. "Back to the thing that's waking up."

"You don't think it eats people, do you?" Henry asked, voice shaking.

"Probably not, but keep that in mind just in case," The Doctor said, pointing to Henry before examining his surroundings.

"Henry won't be keeping anything in mind because he's not going anywhere near whatever this thing is," Regina said.

"Mom!"

"Regina's right, Henry. I have no idea what's going on, but you should stay here," said Mary Margaret.

"Interesting…" The Doctor said, looking between Regina and Mary Margaret.

"What?" Regina asked.

"You both care for Henry very much - all of you care for him, in fact," The Doctor said, gesturing to include Emma and David with the two dark haired women. "Doesn't say anything about him in the book, or Miss Swan for that matter, but you're all here and mixed together in such a complicated way… in such a complicated, familial way. Should I go on?"

"This really isn't important right now," Emma said, and it was true. People were starting to look more panicked and confused around them. It didn't hurt that she really didn't want to get into the mess that was her family tree.

"Is it? I think it's rather important," The Doctor said, gaze still locked on their small group. His head then snapped to the side as a rumbling noise broke the silence. "Ok, priorities then. Come on!"

The Doctor hurried down the street, thin legs taking him back to the entrance of the alley rather than to Emma's car.

"I thought you said that you wanted to go back to the apple tree," Emma said, keeping up with him. Everyone else was close behind, though the random towns' members on the street were still huddled together, unsure what to do. She wished that she could say that her own situation wasn't similar.

"Yes, I did," the Doctor replied.

"Then shouldn't we be going to my car?" Emma asked.

"I have a feeling that I should keep you four around, so another mode of transportation is in order," the Doctor said. "Unless you plan on packing us in like sardines, I think your vehicle is too small."

"Four? No, Henry's not going," Emma said, quickly echoed by the three other adults while Henry protested.

"Don't worry, he'll be safe. I promise. Better to keep him within reach, rather than tucking him away somewhere. Here we are!" The Doctor said, arriving back at his blue police box.

"Where are we exactly?" Mary Margaret asked.

"My ride," The Doctor said proudly. There was a beat of silence.

"Speaking of sardines," David muttered.

"You've got to be kidding," Regina said.

"I never kid about the TARDIS," The Doctor said as he busied himself with the locked door.

"There's no way that thing is going to get us anywhere," Emma said. "It's just a… box."

"You say just a box." The Doctor turned to her and grinned before swinging the door open to his blue box. "I say… Geronimo."

Emma and the rest of the group processed what they were seeing only after the Doctor had traveled into the depths of his box. There was certainly depth to the thing that shouldn't be possible, and Emma would have thought it was just some optical illusion if the Doctor wasn't growing smaller in her vision than he ought to; sounding far away when the back of the box was so close by.

"Cool!" Henry shouted before being the first to run in after the Doctor.

"Don't touch anything," The Doctor called back to them. The man busied himself with twisting knobs and pushing buttons on the surface of console in the center of the massive room. A screen was pulled down, eliminating the healthy glow of the amber lighting from the Doctor's skin as he stood close to read from it.

"This is…" Mary Margaret began as she stepped inside the impossible box behind Emma.

"Magic?" Emma finished, though it was hardly a statement like Mary Margaret was probably going for. They all jumped - even Regina - when the doors snapped shut behind them. Emma's hand went for her gun.

"Please refrain from using weaponry in the TARDIS," said the Doctor. He turned away from the screen to give the entire group a pointed look. "And it's not magic. That's not my thing."

"Are you from another world like us?" David asked.

"If by world you mean universe, then no. No I'm not," the Doctor answered.

"He's an alien," Henry said, grin splitting his features.

"That's impossible," Regina said. Emma couldn't help agreeing with her.

"Coming from the woman who transported an entire population from one universe to the next with a curse that trapped them in time and space, which explains how I wound up here rather than my intended destination, by the way," the Doctor said. "Why do humans think they can just meddle with time and not cause any trouble?"

"I beg your pardon?" Regina said scathingly.

"You could have destroyed this entire universe, which you most definitely do not want to do with me around. I don't take that sort of thing lightly."

"I knew what I was doing, and who are you to berate me about the dangers of magic? You said it yourself. You have none." Emma could feel the chill in the air that came with Regina's words. It was likely that there was a literal drop in the temperature too, seeing as it was Regina.

The Doctor stepped closer to Regina, who stood her ground and smirked at the man. Regina seemed to think that she'd pressed the right buttons, and Emma had to agree because the Doctor actually looked a little ticked off.

In the next second, however, that visage shifted and Emma stiffened as she recognized it from the first time she'd stared down the Doctor earlier that day. Regina picked up on it just as quickly because her smirk slipped.

"Who am I? I'm a Time Lord, last of my kind, and you've messed with a place and people who are under my protection," the Doctor said. "The worst creatures in this universe have turned their tails and run just from my name, so I suggest that you choose your next words very carefully."

Regina chose not to say anything, which seemed to be the answer the Doctor was looking for because he stepped back from her. His frightening countenance was neatly tucked away within a few seconds. It was Mary Margaret who finally broke the silence.

"Does this new threat have to do with the curse, then?" she asked.

"Yes, and no," the Doctor answered, pulling away from the group and back to the center of the TARDIS. "This town had to be grafted into this universe, into this planet. There was land here before your Storybrooke came into existence - otherwise we'd be dealing with some dimensional anomalies - which would beg the question: What was here before you dropped your town on it?"

"Something got trapped under our town?" David asked.

"The curse has been keeping it in stasis due to the time-fix - very different from a time loop, by the way, which you don't want to find yourself stuck it. Very boring. Now the curse has deteriorated and time is moving again, it's waking up and it's likely upset about it too. Hold onto something."

There wasn't much time for anyone to grab onto anything before the floor began to tilt and shake. By the time everything stilled again, the only one standing was the Doctor. Said man paid no attention to the glares he was getting and moved on as if nothing had happened. He'd opened the TARDIS door, popping his head outside.

"Oh, it worked. Good." He said sounding far more relieved than anyone felt comfortable with at that moment.

"What worked?" Emma asked.

"I managed to land where I wanted to; was a bit worried I'd wind up on the next continent or something," the Doctor said, actually grinning as he did.

"You didn't know that it was going to work? What if we'd gotten killed?" Emma asked.

"Don't worry, I handled it," he said. "The deteriorating time-fix was problematic but not complicated - I've dealt with complicated, believe me. This is not complicated."

Their group followed him outside to find themselves right next to Regina's house. The ground shook and when the sound of wood cracking reached their ears, it was very clear that this was where everything was going to start hitting the fan.

"My tree!" Regina growled. She hurried ahead, leading them all around the house to where the queen's prized apple tree stood. Except, it was no longer standing. It had been uprooted, dirt, roots and apples strewn about it.

Where the tree used to be was now a dark hole filled with a yellow mist. Something was stirring inside. Emma drew her gun, while Regina had a spell ready to cast. Mary Margaret and David hung back with Henry as they were unarmed. Emma inched closer to the hole, but the Doctor interfered.

"Put away your weapon," he said, stepping in front of her and staring down at the hole. "You aren't killing it."

"What, are you going to do us that favor, Doctor?" Regina asked.

"No, I'm going to see if I can talk with it, see what it wants," the Doctor said, gaze still fixed on the churning shadows behind the mist.

"Oh, great. You sound just like Snow," Regina said. Mary Margaret had the grace not to react to the disdain in the other woman's voice. "What if you can't communicate with it?"

"That won't be a problem," he said, and then he called into the smoking hole. "Hello, can you hear me?" Nothing but shadows and smoke. "If you can, then you can understand me. I know you've been asleep for a very long time, much longer than you're probably used to and it's upsetting, I know, but we can work this out peacefully. One species to another - Time Lord to… whatever you are. How 'bout it, eh?"

Then, something began to cut through the yellowed mist, clawing at the sides of the hole and pulling itself upward with great strength behind every movement. When a head broke through the mist, Emma thought she was going to have to deal with another dragon.

It was far more cat-like than what she'd seen below the library, though, the jaw wide and the eyes glowing. A long, barbed tail whipped up into sight and then disappeared again into the hole.

The creature pressed its giant paws into the ground, pulling itself out of the hole. It sniffed the air, turned to the apple tree that had been atop its prison for so many years and let out a rattling breath. The tree blackened and crumbled into ash.

"Doctor, what is that thing?" Emma called. She couldn't tell whether or not he'd recognized it, but he seemed awfully tense.

"Um…"

"Doctor?" Emma could forgive herself for sounding a little panicked at that moment.

The Doctor spun around quickly. "Okay. All humans with a high energy content - that's all of you, by the way - Run!"

**8888888888888**

A/N: I could possibly be making a great big mess of this, but we'll see. It's always fun to try something new, right? I'm definitely delving into areas that I am not familiar with… at all. Sciency Wiency stuff. Sort of. Anyways, yes I'm ending the chapter like this. No, it's not a creature from Doctor Who canon so if you start making guesses I will clearly know that you haven't read the author's note. Not that you actually need to read the author's note. Review please! I'll have the next chapter out as soon as possible.


	7. Chapter 7 - Breath of Death

**A/N: **You may have to squint and turn your head a little for this chapter. It all depends on whether or not it all works together. Like I said before, I'm delving into uncharted territory for me and I kept changing little details of this chapter, which will hopefully all mesh together in the end. If not then... it's fantasy. Ignore anything I said about science-fiction. Yup... Thank you so much for the great reviews. They make me smile, and I do love smiling. Enjoy the new chapter!

**Disclaimer: **I do not own Doctor Who or Once Upon a Time and I am not making any profit from this story.

Pronunciation Guide:

Rooina: Roo-ee-nah

Rooinan: Roo-ee-nahn

**8888**

**Chapter 7**

"Breath of Death"

**Previously:**

_The creature pressed its giant paws into the ground, pulling itself out of the hole. It sniffed the air, turned to the apple tree that had been atop its prison for so many years and let out a rattling breath. The tree blackened and crumbled into ash._

_"Doctor, what is that thing?" Emma called. She couldn't tell whether or not he'd recognized it, but he seemed awfully tense._

_"Um…"_

_"Doctor?" Emma could forgive herself for sounding a little panicked at that moment._

_The Doctor spun around quickly. "Okay. All humans with a high energy content - that's all of you, by the way - Run!"_

**888**

"What was that thing?" Emma asked. She was holding tight to her gun, more as a comfort than to use at this point. They had all run like the Doctor said, going for the nearest shelter which happened to be Regina's house. Emma remembered seeing the green glow from The Doctor's sonic screwdriver before he ran with them, but she hadn't been able to hear its whirring noise over the panic roaring in her ears.

"Oh, just something that really shouldn't be here. I've disoriented it for a while, but that won't last for long," the Doctor answered, nudging the curtain aside with one finger to peer outside. When he saw nothing out of the ordinary, the Doctor pulled his hand back. "It's left. For now."

"Thank you so much for the clarification," Regina said sarcastically.

"More importantly, you shouldn't be here," the Doctor said, turning on Regina. Regina bristled.

"This is my house. Are you telling me that I should be out there with that… thing?" Regina said, advancing on the man as she did. Their noses nearly touched, but the Doctor didn't budge or blink.

"No, not at all. What I mean is that you made a colossal mistake putting your little town here, particularly at a time and place where that creature could get trapped under your tree," The Doctor said. The Time Lord's nostrils flared and he bit out his words. "None of this should be _here_. Together."

"What does Regina's tree have to do with anything?" Emma asked before Regina and the Doctor could get into a fight. The Doctor's attention snapped to her.

"It's the focal point," he said. "Or, well, it used to be."

"Focal point of what?" she asked.

"The curse."

"How would you know that?" Regina asked.

"I'm clever," The Doctor said, causing Regina to roll her eyes. The Time Lord then frowned, as if just realizing something. "You didn't know that, did you?"

Regina turned defensive. "Does it really matter?"

"You cast a curse - a full-blown dark curse - without knowing all the details?"

"I…"

"Of course, you were too busy plotting your revenge," the Doctor said exasperatedly. He began to pace, pulling his sonic screwdriver out of her pocket to flip from one hand to another as he thought out loud. "There's not a lot of time to figure out a plan. If we don't work fast, this town is in danger; Grave danger."

"How? We still don't know what it's in danger from," David said, stepping into the conversation and attempting some kind of control over the situation. It was moments like this when his posture changed and you could almost imagine a sword hanging from his side. Mary Margaret stood back from the rest of the group with her arm protectively around Henry, but her eyes were wide with worry; worry for her family.

"I've never seen anything like that creature," she said. "I mean, it reminded me a little of a Chimera but… nothing like that is supposed to be in this world."

They all turned to the Doctor, expecting some explanation. He had stopped pacing and was very still, something Emma wasn't used to seeing; The Doctor being still almost seemed wrong. He faced away from them, staring at a wall as he recounted something from memory.

"There was a planet called Rooina - very far from here, very quiet with these beautiful flowers that glowed at night. The ancient people of Rooina said that they glowed because, when they saw the stars every night gleaming in the sky and drawing the gaze of the people upward, they grew jealous. So, they learned to glow so people would look at them. It's a silly story, of course. Flowers don't get jealous; sad, maybe, but never jealous."

"It sounds wonderful," Mary Margaret commented. The Doctor nodded.

"It was. They glowed because they had energy much like your magic in them. Rooinan scientists discovered that it was present in many other species on their planet, including their own. They experimented. Unlike the flowers, they were capable of jealousy and that led to them wanting more than they needed, which they most likely got before they lost it all," the Doctor said.

"What happened?" David asked.

"That creature happened," the Doctor said, causing hearts to stop all around the room. "The Rooinan's weren't alive long enough to give it a proper name - remaining research called it Subject A3-7 - but many of the surrounding planets that heard the stories gave it one. All translated roughly to the same thing - The Breath of the Dead."

Emma was afraid that she might be developing heart problems, because her heart stopped for a second time. Everyone's expressions in the room were grim and no one seemed willing to say anything at the moment. They had no idea how many Rooinan's there had been, but the idea that an entire population had been taken out by something that was now lurking outside in their town… it was terrifying.

"It feeds on magic doesn't it?" Henry finally asked. His voice was heavy with worry as he looked specifically at Regina.

"It feeds on a specific type of energy," the Doctor corrected. "Subject A3-7 was an attempt at harnessing more of the energy. Someone got the formula wrong; created a beast that would consume high concentrations of energy without the capability of stopping."

"Which is why Subject A3-7 would want us," Emma said, earning a nod from the Doctor who stepped closer to her.

"Yes, and it's had many years to acquire a taste for your world's specific magic, trapped under that tree," the Doctor said. When Emma gave him a questioning look, he jumped to explain. "That apple tree had magic in it, which over the years has been seeping down to the creature - not enough to wake it up but to keep it alive. It might have remained there 'til the end of the world, but recent events have changed that."

"Oh," Emma said, gulping.

"Yes, oh." The Doctor turned away from her. "So, who's the moron who brought all that magic here that didn't belong?"

"That would be Mr. Gold," Regina answered without hesitation. No love lost there, obviously.

"Yes, right, Rumpelstiltskin. Of course." The Doctor's gaze shifted about as he thought. Finally, he seemed to come to a conclusion and clasped his hands together. "Okay… This town is teeming with magical energy thanks to Mr. Gold, but the creature is hungry so it's going to want a feast, not a snack. Does anyone know where the nearest and largest concentration of magic can be found?"

"Well, that would be … oh no," Mary Margaret said, eyes growing wide.

"What, where's it going?" Emma asked.

"Mr. Gold's shop," Regina said grimly. "It's filled with artifacts and with Rumpelstiltskin there it will be like a buffet."

"Oh, that's not good at all. Worst case scenario, in fact," the Doctor said, eyes as wide as Mary Margaret's.

"He might be able to stop it though, right?" Henry asked. "I mean, he's really powerful."

"I'm afraid he'll do quite the opposite," the Doctor answered, pacing again, and then he suddenly froze. "Unless…"

"What?"

"That might just work," the Doctor muttered, hurrying towards the door.

"Doctor, what will?" Emma asked. The Doctor stopped himself with his hand on the doorknob to look back at her. He did not look excited or bounce with energy. The Time Lord was grim, resolute, like he was about to go off to war.

"I'm going to drown it," he said, and then he was gone through the door.

888

"Are you going to explain anything to us, or are you going to start playing the dark and quiet hero now?" Regina asked, following the Doctor down the street. They were just around the corner from Mr. Gold's shop and the Time Lord hadn't said a word since leaving the house.

"Do you know how to drown a fish?" The Doctor suddenly asked. He didn't look back at the group trailing behind him; just focused on his path.

"What?"

"Drown a fish. How is it done?" he repeated.

"Take it out of the water, I guess?" David said.

"That's the simple answer, yes," the Doctor said. "Fish need oxygen just as much as most other life forms but if there is too much, their bodies are incapable of processing it quickly enough."

"So you're going to do the same with the creature? You're going to drown it in what it needs," Mary Margaret asked. The Doctor nodded. "How?"

"By destroying its ability to filter the magic," the Doctor said. His teeth gritted together. "It will be painful."

"Just as long as it's dead," Regina said. That caused the Doctor to stop, jerking around to stare the evil queen down.

"That creature was likely sent to Earth because this place wasn't supposed to have anything for it to consume," the Doctor said, anger boiling up to the surface. "It would have been far less painful for it to starve than what I am about to do to it. It's going to suffer. It's going to be far more frightened than it would starving to death - all because you wanted revenge. So don't be happy when it dies; don't feel like you're better than it, because you're not."

"Doctor," Emma said. Regina was pale, a mixture of anger and regret twisting her features as she shook. The Doctor did not look Emma's way. The searing energy drained out of him, as his expression turned sad. He drew closer to Regina.

"You have lost so much, Regina, and you're going to lose even more," the Doctor said, voice soft as their foreheads nearly touched. "You're filling up that hole with things that will seep right out again and in the end you will be very alone. Believe me when I say that is a horrible state to be in."

"What am I supposed to do?" Regina asked, and there was no bite to her words. She did not pull back or brush the Doctor off. Her eyes shone with intense emotions that were difficult to separate from each other or decipher, but it was clear that she wanted answers from this strange man. The Doctor gave her a sad smile.

"You're not alone yet. That's a good place to start," he said, then stepped back from Regina and diverted the conversation to a more pressing subject. "Ok, I believe we have a shop to blow up."

Emma blinked. "What?"

The Doctor cut around the corner without answering.

"Did he just say…" David began.

"Yup," Emma said, grimacing. She sighed. "Come on."

Emma nearly ran into the Doctor's tweed covered back. She peeked around him to see what had stopped him so soon and froze as she saw the glistening hide of the creature, the Breath of the Dead. It did not notice them. Instead, its attention was focused on Mr. Gold's shop, which the beast was trying to get into. Magic shields were up and glowing strongly, showing that Mr. Gold was clearly there and aware of the threat outside. Too bad he didn't seem to know what kind of threat it was.

"Oh, that's not going to work," the Doctor muttered, and as soon as the words left his lips the beast acted. The beast's jaw stretched and its breath came rattling out once more. Emma felt like her insides were shaking along with it.

The glow of the shield began to dull as the energy was seeped out of it. Then, it went the same way as the tree and turned to ash, collapsing onto the outer walls of the shop. Emma caught sight of Mr. Gold at the window, an emotion crossing his face that she had hardly ever seen there since meeting him: Fear.

The Dark One was afraid, and they were too late.

**888**

A/N: So, I'm not trying to do any shippers here but I kept picturing this moment between Regina and the Doctor, so it had to be done. By the way, did you know that Microsoft Word doesn't know how to spell Rumpelstiltskin? That's fine, except I'm always nervous that I got something wrong in the spelling. Anyway, I hope you can take some time to review. Check in soon for another chapter.


	8. Chapter 8 - A Taste

A/N: You can blame the long wait on tax season. Ugh. That, and I'm a little ticked off with Once Upon a Time. Their plot line is getting all wibbly wobbly and not in the good way. Anyway, hope you enjoy this chapter. The new Doctor Who episodes are awesome! Just thought I'd mention that.

Disclaimer: I do not own Once Upon a Time or Doctor Who. Please don't sue.

Chapter 8

"A Taste"

Previously:

"_Oh, that's not going to work," the Doctor muttered, and as soon as the words left his lips the beast acted. The beast's jaw stretched and its breath came rattling out once more. Emma felt like her insides were shaking along with it._

_The glow of the shield began to dull as the energy was seeped out of it. Then, it went the same way as the tree and turned to ash, collapsing onto the outer walls of the shop. Emma caught sight of Mr. Gold at the window, an emotion crossing his face that she had hardly ever seen there since meeting him: Fear._

_The Dark One was afraid, and they were too late._

888

"No!"

So many things happened at once. Henry broke away from Mary Margaret, Regina screamed and Emma's heart began to pound so loud in her ears that she wasn't sure if she was screaming as well. Her mouth was open, arm reaching out but unable to stop Henry from continuing towards Mr. Gold's shop.

Emma ran after him, feeling panic rise up inside of her even though the space between them was growing gradually smaller. It also meant that Henry was still closer to the beast than she was, and Emma was not okay with that at all.

"Henry!" She barked out the words because a part of her was angry as well. Emma wasn't sure who or what she was angry at right now. Henry, Mr. Gold, the beast, the Doctor. They were all, simultaneously, causing this panic in her that was breaking her down while it drove her forward towards her son.

The beast didn't turn around until Henry was practically on top of it. When it did, Emma was sure that she screamed because of the violence of it ripping through her throat.

"Leave him alone!" Henry shouted at the creature. It was amazing how heroic the kid could be - so incredibly, stupidly heroic. The beast's hackles rose. Henry had a moment to freeze, fear catching up with him, just before Emma shoved him out of the way of the creature as it pounced.

"Emma!"

"No!"

Emma felt its claws dig into her shoulders. Her vision blurred due to the hard impact to the ground and she could hardly breathe from the sudden pressing of gravity on both sides of her body. The creature's breath was stale and hot on her face, but Emma did not hear the rattling that meant that she'd be dead in seconds.

"Do _not_ harm her!" That was the Doctor's voice. Emma was sure of it. He sounded desperate and Emma felt, for a moment, touched.

They hadn't even known each other for half a day and the strange Time Lord was worried for her. Then, the creature's claws flexed and she forgot about feeling everything except the panic and the pain.

In the next moment, Emma heard gun-fire and the creature's weight rocked on top of her. She hissed as the claws sawed into her from the movement, barely recognizing that the beast itself was echoing her sounds. It was wounded, probably by David.

Its wide, feline face was still a blur above her own, but Emma could make out enough to know that its jaw was stretching wider until it was like a black hole ready to swallow her up. She braced herself for its fangs to come down on her or for that rattling breath, but it did not happen.

Emma was shocked for a moment after the beast leaped off of her. The claw wounds stung as the wind picked up in the street, and every muscle in her body melted from relief. Her head fell to the side and she thought she saw a trace of a long silver tail disappearing into the black, but she couldn't be sure.

"Emma, are you okay?" She heard Mary Margaret's worried tone, but it was not her mother's hands helping her sit up. Emma swatted the hands away, swaying a little when they let go.

"Oh, no you don't," the Doctor said, inches away from her ear as she felt strong hands supporting her again. Emma turned in that direction, first making out the shape of the blue bowtie at his neck and then slowly focusing in on his features. He grinned at her. "Concussed, are we?"

"A little," she said and then grimaced. "Why didn't it kill me?"

"Very good question. It should have killed you on the spot."

"Henry, what on Earth were you thinking? You could have been killed," Regina said, clasping her son's shoulders.

"It was going to kill Mr. Gold," Henry said.

"Mr. Gold can take care of himself."

"I'm not sure about that," David said. They all looked at the old shop coated in ash. A bell jingled as the door swung open. Mr. Gold came limping outside, looking flushed and furious. He looked down the road where the beast had disappeared and then locked his gaze on their group.

"What is going on?" There was accusation dripping from those words. Mr. Gold was waiting for a finger to be pointed, for someone he could crush under his foot. Emma understood. He was not used to experiencing the panic she had seen in his eyes minutes earlier, not for a long time.

"In a nutshell," Mr. Gold's gaze snapped to the strange man kneeling next to Emma. "The big, bad beast huffed and puffed, and blew your shields in - or sucked the energy out of them, rather, but that doesn't sound quite the same. The creature is wounded, but judging by the amount of magic it consumed, that's temporary. I suggest we use this time wisely."

"Who are you?" Mr. Gold asked.

"Emma, how do you feel?" The Doctor's sonic screwdriver whirred to life, the light running over Emma before he examined what could be assumed to be some readings.

"Besides concussed?"

The Doctor smirked. "Yes, besides that. Any tingling sensation? The overwhelming urge to tell jokes?"

"Is that supposed to be a symptom?"

"Only if the jokes aren't good," he answered. Emma shook her head, a smiling twitching into existence on her lips.

"Just the claw marks. They kind of sting, but nothing you wouldn't expect after being jumped by an alien cat," she said.

"Well then, that doesn't clear up the mystery at all," the Doctor said. "You're magic level is impressive, but the creature practically passed you over. Why is that?"

"She has magic?" Regina asked and then gave an exasperated roll of her eyes. "Of course she does."

"If you don't mind," Mr. Gold said, interrupting. His jaw was clenched tightly and his knuckles white on the head of his cane. "I would like some answers."

"That's what everyone wants, Mr. Gold, or were you not paying attention?" The Doctor had to tilt his head up to look at Mr. Gold as he remained kneeling, grin plastered on his face, but the condescension was clear. Mr. Gold responded with a dark smirk.

"I'd be careful with my words if I were you, boy."

The Doctor slowly came back to standing, eyes fixed on the challenging man in front of him as his grin melted away. Emma thought about warning the Doctor not to mess with Mr. Gold, but then wondered to herself if it should be the other way around. The Doctor's expression was blank as he stepped closer to Rumpelstiltskin.

"I hear that you have a few names, Mr. Gold," the Doctor said, his tone conversational.

Mr. Gold smirked. "Each with a reputation that precedes it."

"Yes… I have a few names of my own."

"Do you now?"

"Far more than you, I imagine, but who's counting?" The Doctor clasped his hands behind him, returning the shorter man's smirk.

"I doubt I've heard a single one of them."

"Could you guys quit with the pissing match?" Emma convinced Mary Margaret to help her stand up, despite the darker haired woman's justified mother hen-ing. She managed not to swoon - would have killed herself if something like that ever happened - though her weight remained partly supported by Mary Margaret.

"We should get you to the hospital," Mary Margaret said.

Emma shook her head. "I'm fine. We need to make sure everyone else is safe. That thing is still out there."

"We can do that and get you checked by Dr. Whale," David said, reaching in his pocket. "Great thing about this world, we have something faster than carrier pigeons." Charming grinned as he showed off the phone in his hand, and then quickly began to dial up everyone he could think of to let them know the situation.

Emma reluctantly agreed to be taken to the hospital, but before they could move Mr. Gold's cane came up to block their path. All eyes turned to the man, who looked annoyed as he planted his cane into the ground between his feet.

"Mind catching me up on the situation as well? It was my shields that creature destroyed."

"The Doctor already told you," Regina said, surprising them all as she seemed to take the Time Lord's side. Then again, perhaps it wasn't much of a surprise considering who she was standing against as a result. "That beast was going to kill you and my son actually tried to save your worthless little life."

"It's not as if I strong-armed him into that decision, dearie. Seems to me the boy doesn't take after his mother - or, perhaps, he does very much." Mr. Gold's gaze shifted to Emma. Regina seemed about ready to attack the man.

"Shut up, you two," the Doctor said.

"Excuse me?" Mr. Gold asked. He was back to examining the strange man, trying to size him up and likely seeing things that Emma couldn't see. Nothing in Mr. Gold's expression suggested that what he saw gave him the answers he was seeking, though.

"I'm trying to think." The Doctor crouched down by the shop, two fingers cutting a path through the ash. He brought his greyed fingertips up to eye level, rubbed the ash between his fingers and then brought it to his lips. It wasn't a second before he spat and hurried to scrape the remaining taste off his tongue.

"What on earth are you doing?" Regina asked. Her wrath towards Mr. Gold trickled away as she faced the peculiarity that was the Doctor.

A look of disgust remained on the Doctor's face as he stared at the remaining ash on his fingers. "That is disgusting." He stood back up and turned to face them, wiping the offending ash from his hand. "You wouldn't happen to have any Jammie Dodgers on hand?"

"What?"

"No? Anything will do… except pears. Never pears. That, and apples - can't get that taste out of my mouth." He stuck his tongue out, pulling it back in to run along his teeth. "Won't be rid of it 'til I'm out of this town. Did you know that your magic tastes like apples?"

"I don't recall magic having flavor," Regina said.

"Well, it does, but it's not surprising that you haven't noticed. Most people wouldn't actually…" The Doctor trailed off, his words lost as he turned his head to look towards where the beast had disappeared.

"What is it?" Regina asked.

"Taste," the Doctor said.

"Huh?" Emma said.

"It's the reason you're still alive - taste."

"I'm afraid I'm not following," Mr. Gold said, though he looked interested.

"You mean Emma's magic tastes different?" Henry asked.

The Doctor snapped his fingers. "Exactly." He grinned. "Smart boy; reminds me of myself."

"This is ridiculous," Regina said.

"No… no, think about it. Think for one moment. It's not just looking for a meal. It's looking for what has kept it alive all these years. It's grown used to one flavor, one distinct flavor." The Doctor drew closer to Regina. "You… and Mr. Gold."

"Are you saying that we're the only ones in danger?" Regina asked.

"Can't say that I have much of a problem with that," David muttered, looking sheepish when Mary Margaret sent him a look. The Doctor tilted his head.

"Oh, well, everyone's in danger actually. This town exists because of them; they die, it dies, and there's no telling what will happen to the rest of you," the Doctor said soberly.

"No one can leave," Mary Margaret said. "They'll forget who they really are if they do."

"Really? That just won't do, will it? Unless there are things you wouldn't mind forgetting," the Doctor said with a grim tone.

"No, we just got our memories back. We just got our family back," Mary Margaret said, shaking her head.

"I thought the plan was to kill the beast, not evacuate the town, Doctor," Regina said.

"That's before I found out the plan is worthless," he replied.

"What? You said it would work!"

"Oh, it will work. It just might mean that one or both of you will be dead as well, which will also result in the destruction of this town. Rather counterproductive, don't you think?"

"What do you suggest then?" Mr. Gold asked. "Doctor, is it? I suppose you know how to fix everything?"

The Doctor grimly smiled, eyes dark. "More or less."

"And why should I trust you?"

"Because," the Doctor said, stepping forward into Mr. Gold's space. The older looking man stood his ground. "I am the Doctor."

"And am I supposed to know that name?"

The Doctor's eyes narrowed, considering the man before him. "No, I suppose not. You might have precognitive abilities, but there is a lot to see. It's bound to get tangled up, mixed around and, to be perfectly honest… hardly anyone can see me coming anyway."

"You're aware of my abilities," Mr. Gold said, glancing indifferently away. "Is that supposed to impress me?"

The Doctor grinned.

"Hardly, I'm just warming up. Like I said, I have many names. You might be from another universe, but things do tend to seep on through no matter what. I've been around long enough, made enough enemies, to be one of those things." The Doctor's lowered his voice, leaning forward. "So, let's try that introduction again, shall we? I am the Doctor, the last of the Time Lords, the Oncoming Storm and I am not going to let innocent people die because you thought a curse was a good idea."

Mr. Gold was silent for a moment, showing no reaction. Then, he smirked.

"I'll be counting on it, Doctor."

888

A/N: This chapter took so long to finish! Put Mr. Gold and the Doctor in the same place, and what do you get? Terrifying epic-ness. So, blame tax season and the difficulty that is these two characters for the lateness. Hope you like. Hope I haven't just written myself into a corner. Please review!


	9. Chapter 9 - Fairy Tales

A/N: It's been forever, I know. To add to that, I went looking for this chapter (about half of it was done weeks ago, then I got really busy) only to have a mini heart attack when I couldn't find it in my initial search. I was all, "Noooo!" Thank goodness it was not actually lost forever.

Disclaimer: I do not own Doctor Who or Once Upon a Time and do not make any profit with this story. Please do not sue me. I have no money.

Chapter 9

"Fairy Tales"

Previously:

_The Doctor grinned._

"_Hardly, I'm just warming up. Like I said, I have many names. You might be from another universe, but things do tend to seep on through no matter what. I've been around long enough, made enough enemies, to be one of those things." The Doctor lowered his voice, leaning forward. "So, let's try that introduction again, shall we? I am the Doctor, the last of the Time Lords, the Oncoming Storm, and I am not going to let innocent people die because you thought a curse was a good idea."_

_Mr. Gold was silent for a moment, showing no reaction. Then, he smirked._

"_I'll be counting on it, Doctor."_

888

**Somewhere in the Enchanted Forest**

"Wait," the fallen seer said, holding her hand up. "As gratitude, I offer you one piece of the puzzle. You will be reunited with your son and it will come in a most unexpected way."

"How?"

"A boy, a young boy will lead you to him. But beware, Rumpelstiltskin, for that boy is more than he appears. He will lead you to what you seek, but there will be a price. The boy will be your undoing." With that final warning, the seer's limbs go limp and the glowing blue eyes on her hands shut.

The Dark One looks at the dead seer, taking in her death as if watching a cricket hop by. Death was an everyday occurrence - especially when he was around - so why should it really concern him? He had far better things to put his energy into, after all.

"Then I'll just have to kill him," he said, then began to walk away from the lifeless body. Only, it wasn't quite lifeless just yet. One of the seer's eyes shot open upon her hand and air hissed out of her mouth in the shape of a single word.

"Storm," she said. Rumpelstiltskin paused.

"What?" The seer takes a rattling breath, one the Dark One would later remember while staring down his death in a town out of place.

"A storm is coming." The words come out slow, and it seems like she is using every fiber of her being to accomplish the sentence. Rumpelstiltskin wrinkles his brow, confused, and steps towards her to ask what it means, why she won't just die and stop bearing ill news.

"Why should a storm concern me?" His tone is arrogant. If he has no worries concerning the boy, then a little storm was nothing to even bat an eye toward. The seer, however, surprises him by chuckling. She barely had any energy left to spare, but she kept on laughing - at him. Rumpelstiltskin growled, readying himself to strike the girl back into death, but froze as her laughter suddenly ceased.

"He is not meant to be part of the puzzle, but he is. Clever boy… Old boy. Boy with tricks up his sleeves and pain in his hearts."

"Stop speaking in riddles. Is this the same boy you spoke of before?"

"No."

"Then why speak of him at all? Is he a threat?"

"There is power that comes with him," she said, "Power you cannot imagine."

"Power I can use? Take?"

"It is beyond you," she said, smirking.

"Nothing is beyond me," Rumpelstiltskin said.

"We shall see." The seer then gasped as her whole body seized.

Then, she was gone.

**Storybrooke Hospital - Present** (Someone's present, anyway)

"So, what's the plan?" Emma asked. She ignored the hovering figure next to her, checking for injuries and flashing lights in her eyes, to focus on the Doctor.

There was another, far more annoying doctor she probably should be paying attention to at that moment - seeing as he was the one blinding her with a pen light - but Emma didn't feel that concerned with her health at the moment. It probably had something to do with the fact that her world was being upset once again.

Curses, magic, parents her own age… now an alien who traveled in a police call box was telling her their whole town was in danger if they did not find a way to stop a beast that consumed magic. Emma couldn't bring herself to feel surprised anymore. But, she was worried and more than her fair share of annoyed.

"Doctor?" she asked again, then added, "No, not you, Whale."

Dr. Whale looked irritated, most likely her doing, but he was nice enough to back away from his prodding and testing of her senses. He looked at the "Doctor" she referred to, who was absorbed in working on something that looked like a cross between a cellphone and a protractor.

Henry sat next to the man, watching him work, while Mary Margaret and David were talking with the dwarves and the Blue Fairy off to the side. Regina sat quietly across from Henry, brow wrinkled. As for Mr. Gold - he was acting strange; stranger than usually, anyway.

He had found Belle in all of the chaos that had scattered the townspeople. His attention was mainly on her, but whenever his gaze drifted it would always end up on the Doctor. This was reasonable enough, seeing as everyone who had noticed the strange man was sparing a few odd looks in his direction, except Mr. Gold didn't look at him in the same way. He looked hopeful, interested… hungry. Emma hoped he wasn't plotting anything. She really couldn't handle something like that right now.

Hopping off of the hospital bed she'd been forced onto, Emma hurried over to the Doctor. She ignored the protests from Dr. Whale and simply plopped herself next to the Doctor in the spare plastic chair. Emma finally got the man's attention when she plucked the odd contraption from his hands.

"Hey!" The Doctor scowled, snatching it back from her. "No touching."

"What is that thing?"

"It's a trans-dimensional magic teleportation device to send the creature far, far away," the Doctor answered.

"Really?"

"No, I just made that up." The Doctor ignored the glares sent his way. "It does something else."

"Which is what exactly?" Henry asked, trying to drag out the answer from the Doctor.

"Hopefully something to help buy us more time - not that time can be bought." The Doctor dropped his hands, expression confused. "Who came up with that expression? It doesn't actually make any sense, if you think about it."

Henry shrugged and the Doctor went back to work on his "time buying" device. Emma shook her head. There was hardly a dull moment with the man around, and Emma wondered if it was always like this for him.

"What happens when that time runs out?" Regina asked, straightening in her chair and aiming her worried gaze at the Doctor.

"Time doesn't run out," the Doctor said. Regina opened her mouth to protest, looking annoyed by his reply. She froze, however, when the Doctor met her angry eyes with a reassuring gaze. "Not while I'm around."

"Well, that should do it," the Doctor quickly said. He stood up, device ready in his hand. Buttons were pushed, something beeped and then Emma felt something that was difficult to describe. It felt like the prickling you get at the back of your neck when something creeps up on you, only she felt it everywhere. Emma rubbed her arms, shifting a little at the strange sensation that refused to fade away. She noticed everyone else reacting in a similar way.

"What is that? What did you do?" Regina asked. She looked surprised.

"Don't worry. It's just something to temporarily dampen your energy."

"You have a device that can block magic? Fascinating," Dr. Whale said. He went in for a closer look at the device, which the Doctor pulled away.

"Dampen, not block. It would take far too much time to make something that could do that," he said. Then, added as almost petulantly, "And no touching."

Dr. Whale blinked a few times, taken aback by the Doctor's slightly childish manner, before putting on a civil yet arrogant smile.

"Unlike most of the people of this town, I am a man of science. I assure you that I have no intention to break such an intriguing piece of machinery."

"A man of science in a town of fairytale characters?"

"He's Dr. Frankenstein," Emma quickly explained.

The Doctor's eyes widened. "Really?"

"Yep."

"Fascinating." The Doctor drew in closer to Dr. Whale, uncomfortably close, and took his hand to shake. "Brilliant. I've met the woman who wrote about you."

"Ummm." Dr. Whale didn't get a chance to collect his thoughts when the Doctor pulled him in closer to whisper.

"Turns out, not all of her nightmares were nightmares."

"That book is a highly inaccurate depiction of my life," Dr. Whale managed to say, sounding offended that the Doctor would even mention it.

"Most books are," the Doctor said, backing out of Dr. Whale's personal space. "They take your life and they put it into symbols that make words and sentences that never quite manage to grasp the greatness, the love, the pain and the horror. Words are powerful, but they would break apart if we managed to put our everything into them. The Time Lord's written language once came close, but we saw what those words could do and it, well, it wasn't always pleasant or even a little bit fun."

"Are you speaking from experience or just making this up as you go along," Mr. Gold asked, stepping into the conversation. The Doctor's gaze swung around to him. Mr. Gold planted his cane into the ground, much like he did in front of his shop. The Doctor flexed his jaw, then plastered on a carefree smile.

"Oh, it's all made up. I'm good at that - making things up. Haven't you figured that out by now?" Though his voice was bright, it was clear he was egging Mr. Gold on, daring him to react, which the man did with the same underlying tone.

"You've made it quite clear, actually. Tell me, what plan are you making up now to save us?"

"Rumpelstiltskin," Belle said in warning at his side.

"Belle," Mr. Gold began, ready to argue. The Doctor's eyebrows shot up as he heard her name, but the man made no remarks.

"Hey, let's try not to make this any worse than it already is," Emma said, stepping in as well. Mr. Gold did not say anything else, but his gaze remained intense as he looked at the Doctor. Emma didn't like it at all. She understood that the man was nervous - she would be if it was her on the creature's menu of choice - but there was something still lurking in the back of Gold's gaze that was setting off her gut instincts that told her something bad was going to happen.

She turned to the Doctor. "How much time has that thing of yours given us?"

"Forty minutes - no, make that twenty-five, tops," the Doctor said absently.

"Then we'd better figure this out before that time runs out," she replied. "And not get at each other's throats while we're at it."

"Agreed," Belle said when Gold remained silent. A gentle touch from her brought the man out of his stare. The dark swirls in his gaze faded as he took her hand. Belle smiled at him and then looked back at the group. "So, what's the plan?"

Everyone looked to the Doctor, who seemed to be staring at something unseen as he slowly wrung his hands together. If he felt the stares, he did not indicate that he did. His shoulders remained slumped and his head ducked. The rest of the world no longer existed for the Doctor.

After a moment, as the silence began to grow awkward, Emma noticed the Doctor's gaze flicker from looking at an unknown abyss to Belle's hand on Mr. Gold's arm. Emma reached out her own hand to tug on the Doctor's tweed clad arm, but grabbed for air instead when he suddenly moved.

"Aha, got it!" The Doctor practically glided forward, surprising Belle by taking her other hand and kissing it. "Brilliant! Thank you, Beauty! And I mean that in so many ways."

Mr. Gold growled. Belle carefully extracted her hand from the Doctor's grip.

"Um, you're welcome?" When Belle caught the murderous look on Gold's face, she quickly added, "Though I have no idea why." Then, she shot Rumpelstiltskin a warning look.

"I've always liked your character very much," the Doctor said, grinning. "Beauty and the Beast. Clever, clever Belle and her hideous beast… Sorry."

Mr. Gold looked annoyed but didn't reply, choosing instead to glare the other man down until he took a step away from Belle. It seemed as if the Doctor had some level of self-preservation in him after all.

"Right then," the Doctor said, running his hands through his hair, "Time to tame the beast - You, over there, get your mind out of the gutter. I didn't mean it that way. Shame on you."

One of the dwarves, Emma wasn't sure which he was exactly, coughed and began looking everywhere but in the direction of the Doctor. Emma rolled her eyes, while Grumpy gave his fellow dwarf an exasperated shove.

"Tame it with what, exactly?" Regina asked. The Doctor turned and placed his hands on her shoulders.

"With what else but the most unreasonable, remarkable, ridiculous, brilliant and powerful thing in all the universes?"

"What would that be?" Regina looked a little uncomfortable with the close proximity, but didn't pull away. She seemed too intrigued. The Doctor paused, a bittersweet smile growing on his lips as he studied her features.

"Love," he replied.

A/N: Yeah, I did it. I made the secret weapon love. What of it? Huh? Don't groan and unfollow me just yet. It's going to go well… Or, at least I hope it goes well. I dedicate this chapter to my oldest sister. She'll probably understand why this one is specifically dedicated to her.


End file.
